Extraordinary General Meeting of Northland Resources S.A. (the "Company") held on July 6, 2011
Report on Voting Results
Resolution 1: Amendment of article 6.2. of the Articles as follows: "No share may be issued until the consideration for the share is fully paid in accordance with the rules of requisite regulatory authorities (including without limitation, any applicable stock exchange on which the Company's shares may trade). A share is fully paid when consideration is provided to the Company for the issue of the share by one or more of the following: (i) property; or (ii) money (which, for greater certainty, does not include promissory notes)."
Voting Result: Resolution 1 was approved. Shares voted for: 95,412,977 (99.99%), shares voted against: 3,500 (0.0%), shares abstaining: 6,002 (0.1%)
Resolution 2: Amendment of article 7.1 (ii) of the Articles as follows: "The General Meeting appoints the Director(s) and determines their number and the term of their office. The General Meeting of shareholders, upon proposal of the Board, shall determine the remuneration of the Directors. Directors cannot be appointed for more than six (6) years and are re-eligible."
Voting Result: Resolution 2 was approved. Shares voted for: 95,395,077 (99.97%), shares voted against: 21,400 (0.2%), shares abstaining: 6,002 (0.1%)
Resolution 3: Deletion of article 9.2 (ii) of the Articles which read as follows: "If all the shareholders are present or represented and consider themselves as duly convened and informed of the agenda of the meeting, the General Meeting may be held without prior notice."
Voting Result: Resolution 3 was approved. Shares voted for: 95,397,968 (99.97%), shares voted against: 18,509 (0.2%), shares abstaining: 6,002 (0.1%)
Resolution 4: Deletion of article 9.2 (viii) of the Articles which read as follows: "Any change in the nationality of the Company and any increase of a shareholder's commitment in the Company require the unanimous consent of the shareholders and bondholders (if any)." and subsequent renumbering of article 9.
Voting Result: Resolution 4 was approved. Shares voted for: 95,410,077 (99.99%), shares voted against: 6,400 (0.1%), shares abstaining: 6,002 (0.1%)
Resolution 5: Amendment of article 11.2 of the Articles as follows: "The operations of the Company are supervised by one or several independent auditor(s) (réviseur(s) d'entreprises agréé(s)), when so required by law."
Voting Result: Resolution 5 was approved. Shares voted for: 95,413,577 (99.99%), shares voted against: 2,500 (0.0%), shares abstaining: 6,402 (0.1%)
Resolution 6: Amendment of article 11.3 of the Articles as follows: "The General Meeting appoints the statutory auditors (commissaires aux comptes) / independent auditors (réviseurs d'entreprises agréés) and determines their number, remuneration and the term of their office, which may not exceed six (6) years. Statutory auditors (commissaires aux comptes) / independent auditors (réviseurs d'entreprises agréés) may be re-appointed.";
Voting Result: Resolution 6 was approved. Shares voted for: 95,413,975 (99.99%), shares voted against: 2,500 (0.0%), shares abstaining: 6,004 (0.1%)
Resolution 7: Amendment of the article 14.2 (d) of the Articles as follows: "in respect of a resolution to authorize or ratify the sale, lease or exchange of all or substantially all of the Company's property other than in the ordinary course of business. However, the Company may mortgage, hypothecate, pledge or otherwise create a security interest in all or any of its property owned or subsequently acquired to secure any obligations of the Company and/or the Company's direct or indirect subsidiaries and this shall not give rise to the dissent provisions."
Voting Result: Resolution 7 was approved. Shares voted for: 95,410,569 (99.99%), shares voted against: 5,508 (0.1%), shares abstaining: 6,402 (0.1%)
Resolution 8: Amendment of article 14.2 to add as 14.2(e) (with subsequent renumbering of the following subsections contained in section 14.2): "in respect of a resolution to carry out a going private transaction or squeeze out transaction."
Voting Result: Resolution 8 was approved. Shares voted for: 95,408,071 (99.98%), shares voted against: 6,406 (0.1%), shares abstaining: 8,002 (0.1%)
Resolution 9: To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.
Voting Result: Resolution 9 was approved. Shares voted for: 56,583,555 (59.30%), shares voted against: 38,352,402 (40.19%), shares abstaining: 486,522 (0.51%)
No other matters of business were proposed.
DATED: July 6, 2011
"Karl-Axel Waplan"
Karl-Axel Waplan
President and CEO
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.